Corporate governance is the way in which a business is managed or controlled.
At Brookfield Multiplex Capital, good corporate governance practices form a fundamental part of our culture and our operations. For us, good corporate governance means optimising performance and having an effective environment to monitor, identify and manage business risks which arise from the implementation of our business strategy.
At Brookfield Multiplex Capital, our Board of Directors is responsible for the corporate governance of Brookfield Multiplex Capital and its related entities. The Board regards good corporate governance as being of critical importance to all our stakeholders. A number of charters and policies have been formalised which ensure that Brookfield Multiplex Capital complies with the ASX Corporate Governance Council Recommendations. Our corporate governance structure is set out below and details on the charters follow.
Responsible Entity Board
The Responsible Entity Board acquires its authority from the Corporations Act and the Company Constitution.
The objective of the Board is to build long term shareholder value on a basis of good governance and performance.
The Responsible Entity Board comprises four Independent Directors (including the Chair) and two Executive Directors. The Board will always have a majority of independent Directors. Alternate Directors and others may be invited as required.
Responsible Entity Board Audit Committee
The Responsible Entity Board Audit Committee exercises the power and authority delegated to it by the Responsible Entity Board. The Committee exercises an advisory role only.
The objective of the committee is to fulfil the Responsible Entity Board’s responsibilities relating to corporate and scheme accounting and reporting practices, financial and accounting the controls; and monitoring the integrity of the corporate and scheme data.
The Responsible Entity Board Audit Committee comprises three independent Directors. The Chair of the committee is different to the Responsible Entity Board Chair.
Mandate Conflict Committee
The Mandate Conflict Committee exercises the power and authority delegated to it by the Responsible Entity Board. The Committee’s role is advisory only.
The objective of the committee is to ensure management recommendations on resolution of actual or perceived conflicts of interest are appropriate primarily for managed investment scheme investors and secondarily for the Brookfield Multiplex and its stakeholders including shareholders and regulators.
Responsible Entity Compliance Committee
The Responsible Entity Compliance Committee exercises the power and authority delegated to it by the Responsible Entity Board. The Committee’s role is advisory only.
The objective of the Committee is to monitor that management has in place an appropriate framework for identification and management of risk and implementation of relevant internal controls. Additionally, the committee monitors compliance with both Corporations Act responsibilities as a Responsible Entity and licence holder, and Brookfield Multiplex Code of Conduct and Compliance Manual requirements.
Members of the Responsible Entity Board Risk and Compliance Committee include two Independent Members (including the Chair) and one executive member.